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Form 4 Jackson Financial Inc. For: Mar 23 Filed by: Smith Craig Donald

March 27, 2023 7:59 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Smith Craig Donald

(Last) (First) (Middle)
1 CORPORATE WAY

(Street)
LANSING MI 48951

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Jackson Financial Inc. [ JXN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO, CIO & Pres PPM America
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 03/23/2023   A   243.09 A $ 0 124,474.88 D  
Common Stock (2) 03/23/2023   A   892.74 A $ 0 125,367.62 D  
Common Stock (3) 03/23/2023   A   220.10 A $ 0 125,587.72 D  
Common Stock (4) 03/23/2023   A   371.52 A $ 0 125,959.24 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units (5) (5) 03/23/2023   A   297.59     (5)   (5) Common Stock 297.59 $ 0 16,943.58 D  
Explanation of Responses:
1. Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the 2021 Annual Award of 19,504 RSUs. These RSUs vest over 30 months in three installments. The first third vested on the one-year anniversary of the grant date, October 4, 2022, the next third vests on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vests on April 4, 2024. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.
2. Acquired on March 23, 2023, 75% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on February 13, 2023, as shares "earned" based on achievement of performance metrics of the converted 2020 PLTIP Performance Share Units that remain "restricted," subject to vesting based on the passage of time and the Section 16 Officer's continued employment by the Company. These RSUs fully vest on April 9, 2023. Upon vesting, 75% of the total number of RSUs will settle in shares, and the remaining 25% of the RSUs will be paid out in cash (see Footnote 5). Upon vesting, this portion of the dividend equivalents will be distributed in shares, based on the underlying 75% portion of equity that also is settled in shares, and any fractional shares will be applied to share withholding to cover tax obligations.
3. Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2022, as part of the 2022 Annual Restricted Share Unit Award of 17,893 RSUs. These RSUs vest over three years. The first third vested on the one-year anniversary of the grant date, March 10, 2023, the next third vests on the two-year anniversary of the grant date, March 10, 2024, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2025. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.
4. Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2023, as part of the 2023 Annual Restricted Share Unit Award of 20,781 RSUs. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2024, the next third vests on the two-year anniversary of the grant date, March 10, 2025, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2026, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.
5. Acquired on March 23, 2023, 25% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient, as described in Footnote 2, above. Upon vesting, this portion of the dividend equivalents will settle in cash, based on the underlying 25% portion of equity that also is settled in cash.
Remarks:
Power of Attorney on file.
/s/ Kristan L. Richardson, as Attorney-in-Fact 03/27/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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